Time of Execution definition

Time of Execution means 3:48 p.m. (New York City time) on December 11, 2006, which is the time of the first sale of the Notes by the Initial Purchaser to the public. The Securities are to be offered and sold to or through the Initial Purchaser without being registered with the Commission under the Securities Act, in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder). Pursuant to the Notes Security Documents (as defined in the Indenture) to be entered into between the Company, the Guarantors and the Trustee, the obligations of the Company under the Securities and of each Guarantor under its Guarantee will be secured by Second Priority Liens (as defined in the Indenture) over substantially all assets of the Company and the Guarantors over which any First Priority Lien (as defined in the Indenture) exists, subject to certain exceptions (all assets subject to the Second Priority Liens, hereinafter collectively referred to as the “Collateral”). The Second Priority Liens will be junior to the First Priority Liens and to any other liens having priority or otherwise ranking senior to the Second Priority Liens. The Collateral has been pledged to PNC Bank, National Association, as agent (the “Collateral Agent”), for the benefit of the lenders under the Revolving Credit, Term Loan and Security Agreement, dated as of June 12, 2006, between the Agent, the Company and certain of its subsidiaries as borrowers, as amended by Joinder and Amendment No. 1, dated as of September 8, 2006 (the “PNC Credit Facility”), as holders of the First Priority Liens, and will be granted to the Trustee for the benefit of the holders of the Securities as holders of the Second Priority Liens. The Trustee will enter into an intercreditor agreement (the “Intercreditor Agreement”) with the Agent with respect to the Collateral, which will govern the relative ranking of the Second Priority Liens and the First Priority Liens. As used herein, the term “Operative Documents” refers to this Agreement, the Registration Rights Agreement, the Indenture, the Notes Security Documents (...
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Examples of Time of Execution in a sentence

  • On the Closing Date, Holdings shall have caused the Independent Accountants to furnish to the Initial Purchasers a comfort letter dated the Closing Date, in form and substance satisfactory to counsel for the Initial Purchasers and reaffirming or updating as of a more recent date, the information in the comfort letter dated the Time of Execution.

  • The Registration Statement is an “automatic shelf registration statement” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Time of Execution; the Issuer has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form and the Issuer has not otherwise ceased to be eligible to use the automatic shelf registration form.

  • The Registration Statement is an “automatic shelf registration statement” as defined in Rule 405 of the Securities Act, that automatically became effective not more than three years prior to the Time of Execution; the Issuer has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to the use of the automatic shelf registration statement form and the Issuer has not otherwise ceased to be eligible to use the automatic shelf registration form.

  • As promptly as practicable following the Time of Execution and in any event not later than the second business day following the date hereof, the Company will prepare and deliver to the Initial Purchasers the Offering Memorandum, which shall consist of the Preliminary Offering Memorandum as modified only by the information contained in the Pricing Supplement and other immaterial changes as agreed to by the Representatives (or their counsel).

  • Each Issuer Written Communication, when taken together with the Pricing Disclosure Package, does not at the Time of Execution, and when taken together with the Final Memorandum at the Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

  • On the Closing Date, Holdings shall have caused PricewaterhouseCoopers LLP to furnish to the Initial Purchasers a comfort letter dated the Closing Date, in form and substance satisfactory to counsel for the Initial Purchasers and reaffirming or updating as of a more recent date, the information in the comfort letter dated the Time of Execution.

  • The Preliminary Offering Memorandum and the Pricing Supplement are herein referred to as the “Pricing Disclosure Package.” Promptly after the Time of Execution, the Company will prepare and deliver to each Initial Purchaser a final offering memorandum dated the date hereof (the “Final Offering Memorandum”).

  • The Representatives hereby advise the Company that the Initial Purchasers intend to offer for sale, as described in the Pricing Disclosure Package and the Offering Memorandum, their respective portions of the Notes as soon after the Time of Execution as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • As promptly as practicable following the Time of Execution and in any event not later than the fourth business day following the date hereof, the Issuers and the Escrow Guarantor will prepare and deliver to the Initial Purchasers the Final Offering Memorandum.

  • Each such Incorporated Document, when taken together with the Pricing Disclosure Package and as updated and/or superseded by any subsequently filed Incorporated Document(s), as of the Time of Execution, did not contain, and at the Closing Date will not contain, any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Related to Time of Execution

  • Date of Execution means the date on the cover page as of which the Parties have executed this Settlement Agreement.

  • Best execution means prompt and reliable execution at the most favorable security price, taking into account the other provisions hereinafter set forth. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations, including, without limitation, the overall direct net economic result to the Fund (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future, and the financial strength and stability of the broker. Such considerations are judgmental and are weighed by the Manager in determining the overall reasonableness of brokerage commissions.

  • Execution Time means the date and time that this Agreement is executed and delivered by the parties hereto.

  • Merger Effective Date means the date on which the Merger becomes effective.

  • Target Effective Date has the meaning specified in Section 2.01(a).